Stock Code: 603650 stock abbreviation: Red Avenue New Materials Group Co.Ltd(603650) No.: 2022-003 bond Code: 113621 bond abbreviation: Tongcheng convertible bond
Red Avenue New Materials Group Co.Ltd(603650)
Announcement on not redeeming "Tongcheng convertible bonds" in advance
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The closing price of Red Avenue New Materials Group Co.Ltd(603650) (hereinafter referred to as "the company") shares has been no less than 130% of the current conversion price of "Tongcheng convertible bonds" for 15 consecutive trading days from December 13, 2021 to December 31, 2021, which has triggered the redemption terms of "Tongcheng convertible bonds". The company decided not to exercise the early redemption right of "Tongcheng convertible bonds" and not to redeem "Tongcheng convertible bonds" in advance. The company promises that in the next month (i.e. from January 1, 2022 to January 31, 2022), if the "Tongcheng convertible bond" triggers the early redemption clause, the company will not exercise the right of early redemption of the "Tongcheng convertible bond".
Recalculate on the first trading day from February 1, 2022. When the redemption terms of "Tongcheng convertible bonds" are triggered again, the board of directors of the company will hold a meeting again to decide whether to exercise the early redemption right of "Tongcheng convertible bonds".
1、 Basic information of "Tongcheng convertible bonds"
Approved by the reply on approving Red Avenue New Materials Group Co.Ltd(603650) public issuance of convertible corporate bonds (zjxk [2020] No. 3427) of China Securities Regulatory Commission, the company issued convertible corporate bonds with a total face value of RMB 800.18 million on January 26, 2021, with a duration of 6 years from January 26, 2021 to January 25, 2027. With the consent of self regulatory decision [2021] No. 64 of Shanghai Stock Exchange, the convertible corporate bonds with a total face value of 800.18 million yuan issued by the company will be listed and traded in Shanghai Stock Exchange from February 22, 2021. The bonds are referred to as "Tongcheng convertible bonds" for short and the bond code is "113621".
The company held the 2020 annual general meeting on May 6, 2021, deliberated and passed the proposal on the company's profit distribution plan in 2020: it approved the company's profit distribution in 2020 to adopt the method of cash dividend, based on the total number of 585987500 shares of capital stock registered on the date of equity distribution, A cash dividend of 3.4 yuan (including tax) was distributed to all shareholders for every 10 shares, with a total dividend of 199235750.00 yuan (including tax). According to the relevant provisions of the prospectus for the public offering of convertible corporate bonds (hereinafter referred to as the prospectus), the conversion price of "Tongcheng convertible bonds" will be adjusted from the original 32.96 yuan / share to 32.62 yuan / share from June 8, 2021. For details, see the announcement on price adjustment of convertible bonds to shares disclosed by the company in the designated information disclosure media on June 3, 2021.
According to relevant regulations and the provisions of the prospectus, the "Tongcheng convertible bonds" issued by the company can be converted into shares of the company from August 2, 2021 to January 25, 2027.
2、 Basis for triggering early redemption conditions of "Tongcheng convertible bonds"
(i) Conditional redemption clause
According to the provisions of the prospectus, "during the conversion period of convertible corporate bonds issued this time, if the closing price of A-Shares of the company for at least 15 consecutive trading days is not lower than 130% (including 130%) of the current conversion price , or when the balance of the convertible corporate bonds issued this time is less than RMB 30 million, the company has the right to redeem all or part of the convertible corporate bonds that have not been converted according to the face value of the bonds plus the accrued interest in the current period. "
（2） Achievement of conditional redemption clause
From December 13, 2021 to December 31, 2021, the closing price of the company's shares for at least 15 consecutive trading days has not been lower than 130% of the current conversion price of "Tongcheng convertible bonds", i.e. 42.406 yuan / share, which has triggered the conditional redemption clause of "Tongcheng convertible bonds".
3、 Deliberations of the board of directors
On December 31, 2021, the company held the 35th meeting of the second board of directors, deliberated and adopted the proposal on not redeeming "Tongcheng convertible bonds" in advance. Considering the current market situation and the actual situation of the company, the board of directors decided not to exercise the right of early redemption of "Tongcheng convertible bonds" and not to redeem "Tongcheng convertible bonds" in advance, It is agreed that in the next month (i.e. from January 1, 2022 to January 31, 2022), if the "Tongcheng convertible bonds" trigger the early redemption clause, the company will not exercise the right of early redemption of the "Tongcheng convertible bonds" and will not redeem the "Tongcheng convertible bonds" in advance.
4、 The actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors and senior managers of the company trade the convertible bonds within six months before the redemption conditions are met
The actual controller, controlling shareholder, shareholders holding more than 5%, directors, supervisors and senior managers of the company did not trade "Tongcheng convertible bonds" within six months before the redemption conditions of "Tongcheng convertible bonds" were met.
5、 Risk tips
According to the relevant provisions of the company's prospectus, the subsequent "Tongcheng convertible bonds" may trigger the early redemption terms again, which will be recalculated on the first trading day from February 1, 2022. When the "Tongcheng convertible bonds" trigger the redemption terms again, the board of directors of the company will hold a meeting again to decide whether to exercise the early redemption right of "Tongcheng convertible bonds". Please pay attention to the follow-up announcement of the company and pay attention to the investment risk.
It is hereby announced.
Red Avenue New Materials Group Co.Ltd(603650) board of directors January 4, 2022
